Looking at you Holding my breathe
by merder4everandever
Summary: What if prom never happened? Would Derek and Meredith still leave Finn and Addison? How would they deal with not having each other? How long could they hold out? Hmmm what if? Lots of angst.drama.suprises. Told from both points of view. MD.
1. Prolouge

A/N: Okay, here is the deal: Prom never happens. Meredith walks away. So, what happens now? Does Derek break up with Addison? Does Meredith break up with Finn? How will Derek react to Meredith walking away? How will Meredith react? So many questions…and only I have the answers. MUWAHHHH!!! Haha, seriously, I have very high hopes for this fic. So please review, it's the only way to know if I should continue.

Disclaimer: Nope, Greys aint mine, and I'm very glad it's not cause-wow-Shonda must get constantly bashed. But if I did own it, it would be called Grey and Shepherds Anatomy-cause that would be the whole show.

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Meredith

Oh God, he's looking at me…WHY is he looking at me?! I replayed that line over and over in my head as Derek Shepherd stared at me from across the room. It was prom night, well not really prom night considering the punch was not spiked, men in their 60s were dancing with woman in their 50s, and we were in a hospital lobby instead of a fancy, ornate gym. But there he was. Derek Shepherd (with his wife I may add) STARING at me with his intense stare. The one you see in the movies that makes you literally faint. And that's the one thing I wanted to do…faint. I could barley breathe as it is! Why did he always make things so damn complicated? I was fine, more than fine, actually. I was happy for once! I finally got a boyfriend, who was perfect, I was on good terms with Derek (until he called me a whore, but that's a whole different story), and I was loving life. Seriously, I was. But now, oh now, with him looking at me…DAMMIT! I have to stop this or I seriously will faint. Pulling away from Finn-and breaking my gaze with Derek-I quickly told him I needed to splash some water on my face. That was a good excuse. And it was true, well kind of…not really. I just needed to get out of there! Away from Derek. As I ran down the hall, I heard _his_ voice. Why the hell was he following me?!

"LEAVE ME ALONE!" I shouted.

I quickly slammed the door as I ran into an empty exam room…but, of course, that was too easy. He followed me in and told me he just wanted to make sure I was alright. SERIOUSLY?! Did he seriously think I was alright?! By this point, I had lost it.

"NO! I'm not alright…okay?! ARE YOU SATISFIED?! I'M NOT ALRIGHT! BECAUSE YOU HAVE A WIFE AND YOU CALL ME A WHORE, and our dog died, and now you're looking me! Stop looking at me!"

Wow. I was really yelling (and believe me I'm definitely not a yeller.) He quickly defended himself saying he was not looking at me, which was a complete and total lie. But I fired right back. "YOU ARE LOOKING AT ME! AND YOU WATCH ME! AND FINN HAS PLANS! AND I LIKE FINN HE'S PERFECT FOR ME AND I'M REALLY TRYING HERE TO BE HAPPY AND I CAN'T BREATHE! I CAN'T BREATHE WITH YOU LOOKING AT ME LIKE THAT SO JUST STOP!"

Did I seriously just say that? I told him that I can't breathe when he looks at me! Like that wasn't enough to give away that I was still in love with him-even though I _really_ didn't want to admit it. But that wasn't the end of this fight or whatever…he told me some things. Some really deep, personal things. Some things I probably didn't even want to know. For starters, he said that I drive him crazy, that I make it impossible for him to feel normal, that it makes him sick watching Finn and I, and that he would give anything not to be looking at me. Normally, I would've kissed him right then and there. Normally, I would've professed my love for him right there in that exam room. But for some strange reason, I didn't. Instead, I said the only thing that came to my mind… "Then stop looking at me."

Derek

I guess I deserve it. Karma is a bitch. But she just left. After I told her ALL of that, she said to stop looking at her then left. I told her I was jealous! I actually admitted that, and she left. God, why did I have to be so stupid! I should've never judged her…calling her a whore and all, but I was so mad, so enraged. And I had no clue why. You see, I thought I was over her. Really, I did. Sure I still flirted with her, and she flirted back. But I thought I lost all those feelings. I guess you can never really fall out of love with someone- no matter how much you want to let go. I didn't want to let go. I knew that when I told Addison I was staying with her. I knew that when I told Meredith I was staying with Addison. Heck, I knew that when Addison showed up for the very first time, ruining everything. But I can't blame her. I can only blame myself, and that really sucks. Now I'm sitting in this dark, empty exam room…praying that maybe she'll come back. But I know she won't. I know Meredith. Her pride is too big-just like mine. And you know what? I deserve it. I don't deserve Meredith. After the way I've treated her, I shouldn't expect her to even look at me again-now THAT would really suck, because there is nothing more comforting than staring into those gorgeous green eyes of her. I always lose control when I look into them…I know that sounds ridiculously cheesy…but it's true. All thoughts of Addison are replaced with thoughts of Meredith, and that really shouldn't be happening. But it doesn't matter anymore. She walked away. It's what she should have done. I should be okay with it. But I'm not. And for the first time, I finally realize why I have been so depressed lately. I'm in love with her. No, not just in love…REALLY in love. So in love, it's scary. But, she probably isn't even in love with me, and to tell you the truth, she shouldn't be.

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A/N: Okay, expect a lot more angst. This was just the prologue and I really hope you guys like it!!! What do you think? Continue? 


	2. Chapter 1

Meredith

I would be lying if I said I didn't care that he wouldn't even look in my direction. I want to talk to him about this, believe me I do, but I can't. He obviously doesn't want to talk to me, and if he did, he sure is doing a great job covering it up. The thing is…last night did something to me. I can't explain it, but it did do _something_. The things he said to me, the way his eyes turned dark when I walked away, how hot he looked in that tux…so overwhelming. I can't face him. Not after all of that. I just can't.

"Hey…"

I looked up from my daydreaming and saw Cristina standing over me with a coffee in her hand. I smiled shyly. "Hey."

She plopped down next to me and sighed. "What's been up with you? I tried looking for you last night, but you disappeared."

"Oh yeah, well…I just wanted to get out of that dress."

She snorted. "Totally agree with you on that. It was so stupid! Prom at a hospital?! Is he that dumb?!"

I gave her an apologetic look. "Who are you talking about…the chief, or Burke?"

She glanced in my direction. "The chief…why would I be talking about Burke?"

Sometimes I hated Cristina when she said things like that; just shoving it under the rug, no big deal. But it WAS a big deal. Her boyfriend got shot, SHOT, and she seemed completely oblivious to that! But hey, who am I to talk…I'm exactly like her.

"Come on Cristina, you know what I'm talking about."

"Well I don't want to talk about it."

I let out an aggravated sigh, mostly at myself because of this whole Derek situation. Then I saw the last person I wanted to see…_him. _"CRAP!"

Cristina looked me up and down. "Huh?"

"Uhm, just pretend you're talking to me."

"I AM talking to you!"

Then I made a mistake, a really bad mistake. I looked up at him and he caught my eye. _Crap_.

Derek

I've always dated women who dress to impress. You know the type. Women who always take an hour to get changed, never leave the house without reapplying their lip gloss, and own 50 pairs of shoes. I've never been attracted to women like Meredith. I don't know why, they just weren't my type. But God, right now, looking into her gorgeous green eyes, she has to be the most beautiful woman I have ever dated. So natural and real and down to earth…crap, what am I doing?! You see, I always do this. Every single time I look into those eyes, I lose it. Before I even had a chance to realize we were actually communicating through our eyes, she pulled away. Just like that, she broke the gaze. _Damn_.

"Derek, can I see you for a moment?"

I quickly turned around and saw Addison. Oh boy. "Uh, sure."

She pulled me into an empty on-call room and brushed some hair out of her face. "Are you okay? Ever since last night you haven't even looked at me!"

"What, no, I'm fine. Really, I am."

She paused for a second, digging a hole into me with her piercing emerald eyes. "Who were you looking at just now?"

I felt my stomach clench, I did not want to have this talk with her. Not here, not now. "No one Addie, I wasn't looking at anyone. You have got to stop being so paranoid!"

She lowered her head, looking defeated. "I'm not even gonna bother arguing with you."

"Fine."

She hesitated before opening the door. Turning towards me, she slowly touched my chest then leaned in to kiss me. Before leaving, she said, "I trust you."

Meredith

Sitting in the locker room, I wondered how things would have changed if I hadn't walked out. Would he have kissed me? Would I have slept with him? What would have happened?! Things definitely would have been different. That's for sure. Maybe I shouldn't have walked out. Why did I walk out in the first place? Was I scared of wanting him? Was I shocked at what he said to me? Running my fingers through my hair, I grabbed my cell phone out of my locker. 2 missed calls-Finn. FINN!? CRAP! I totally forgot about him! I just abandoned him at the prom! How stupid am I?! I quickly re-dialed him number and held the phone up to my ear.

"Finally, I've called you like 5 times!"

"I'm so sorry, Finn, I uhm…got caught up with a patient."

I heard him sigh on the other phone; I could tell he was upset. "Oh well, its fine but can I come see you today?"

I paused. "Uh, sure. That's fine."

"Great, see you in 15 minutes."

I heard the line go dead, and then stuffed my phone into my lab coat. Opening the door of the locker, I accidentally bumped into Derek, causing him to spill all his papers.

"Shit, sorry!" I tried my best to gather all his papers, but I couldn't concentrate with his eyes fixed on me! I quickly looked up. "What?"

He shook his head. "Nothing…"

I picked up the rest of the papers and handed it to him. As he reached to grab them, he touched my hand. I immediately pulled my hand away and regretted it. Why did I always do that? Pull away…

"Sorry uhm, I gotta go…" I hurriedly stood up and started to walk, no almost jog, towards the nurses' station.

"Meredith, wait!"

I stopped. I couldn't keep running away from this. Turning on my left heel I slowly turned around. "What do you want?" I mumbled to my feet.

He caught up with me and stuffed his hands into his pocket. "Today was when we were gonna burry Doc, if you don't want to do it then I'll just-"

"What? No I want to do it…burry Doc I mean…not actually do it because I don't. I don't want to do it with anyone. That is actually a really raunchy term to tell you the truth…" Did I just say that? Seriously? I just said _that_?!

A smile tugged at the sides of his lips as he stared at mine. Oh no, no, no…this was his McDreamy look. The look he gave right before he leaned in and kissed me. I knew that was what he was going to do, so why didn't I pull away? Why didn't I do anything? Why didn't I smack him across and face and yell: YOUR MARRIED! Why didn't I smack myself and yell: YOU HAVE A BOYFRIEND!

Luckily, he caught himself and cleared his throat. "Sorry, I just...sorry."

I nodded then turned my face away from his. I tried my best to ignore the aching pain in my chest. "That's fine. I'll meet you by the lake around 5." I turned around and walked back towards the nurses' station, with that stupid pain haunting me the entire way.

Derek

Holy shit! I was going to kiss her! Oh man, I was going to _kiss_ her! I must be the stupidest human being to ever walk the planet. God, how could I be so stupid?! I probably scared her away. "STUPID! STUPID! STUPID!"

"Who's stupid?"

I quickly turned around, a little shocked. "Finn? Hey, uhm…what are you doing here?"

"Meredith."

Meredith. Of course. "Oh."

"But who's stupid?"

I searched my head for some excuse. "I misdiagnosed a patient. So I'm stupid."

He smiled. "I know what that's like. How's the patient?"

"Uhh, he's fine."

"Well that's good…have you seen Meredith?"

Have I seen Meredith?! What kind of a question is that!? I work with her; I'm _bound_ to see her! "Well I do work with her." Woo, did I really sound that cold?

Finn's eye brows scrunched together. "Yeah I know, I just…I don't know where she is."

"Then it might be a good idea to look for her. Sorry Finn, but I have actual patients I have to tend to, not baby-sit Meredith for you." Dammit! Why do I get jealous so easily?!

Finn took a step back, obviously shocked at my response. "What's your problem, Derek? You've been rude to me ever since you judged my diagnosis of bone cancer for Doc."

"What's _your _problem, Finn? Do you not have a life on your own? Why do you always have to see Meredith?" Damn. Like I said: STUPID! STUPID! STUPID!

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**A/N: This was sort of 2 chapters in 1 so I hope you liked it!! I really hope this fic is successful because I have lots of plans for it. So please, please, please…REVIEW!!!! Please?**


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